CONSENT TO SUBLEASE ^ ("Landlord"), as landlord, under that certain Lease ("Prime Lease") dated ^, made by and between Landlord and ^ ("Original Tenant"), as Tenant, hereby grants its consent to the Sublease ("Sublease") dated ^, made by and between the Original Tenant, as Sublandlord, and ^ ("Subtenant"), as Subtenant under the Sublease, a copy of which is attached hereto, covering certain premises ("Premises") described in the Sublease located in the building known as ^ (the "Building"). It is understood and agreed as follows: 1. This Consent to Sublease shall in no way release the Original Tenant from any of its covenants, agreements, liabilities and duties under the Prime Lease and any amendments thereto. This Consent to Sublease does not constitute recognition of the Subtenant or the Sublease or constitute approval by Landlord of the terms of the Sublease. 2. The Sublease is, in all respects, subject and subordinate to the Prime Lease. 3. As further security for the performance by the Original Tenant of its covenants, agreements, liabilities and duties under the Prime Lease and any amendments thereto, and in consideration of Landlord's execution and delivery of this Consent to Sublease, Original Tenant hereby sells, assigns, transfers and sets over to Landlord all of the Gross Rent (as defined in the Sublease) and other amounts payable and hereafter becoming payable by Subtenant under the Sublease. Except with respect to Gross Rent, Original Tenant shall be entitled to collect and retain all of such rents and other amounts unless and until there shall be a default (after the expiration of all applicable cure periods) by Original Tenant under the Prime Lease. Original Tenant hereby irrevocably authorizes and directs Subtenant to pay to Landlord all Gross Rent and, upon demand and notice from Landlord of its right to receive such rent and other amounts, all of the rent and other amounts payable and hereafter becoming payable under the Sublease. Subtenant shall rely upon such demand and notice, and Original Tenant shall have no right or claim against Subtenant for any such rent and other amounts paid to Landlord pursuant thereto. 4. If, at any time prior to the expiration of the term of the Sublease, the Prime Lease shall terminate or be terminated for any reason, the Sublease shall also simultaneously terminate; provided, however, that Subtenant agrees, at the election and upon written demand of Landlord, to attorn to the Landlord upon the then-executory terms and conditions set forth in the Sublease for the remainder of the term of the Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, the Sublease may otherwise terminate upon the termination of the Prime Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions. Upon demand of the Landlord, Subtenant agrees, however, to execute, from time to time, documents in confirmation of the foregoing provisions of this paragraph, satisfactory to the Landlord, in which Subtenant shall acknowledge such attornment and shall set forth the terms and conditions of its tenancy. Nothing contained in this paragraph shall be construed to impair or modify any right otherwise exercisable by the Landlord, whether under the Prime Lease or any other agreement. 2 5. Original Tenant hereby authorizes Landlord to furnish to the Premises services requested by Subtenant and to bill the Subtenant directly for such services for the convenience of and without notice to Original Tenant. Subtenant hereby agrees to pay Landlord all amounts due for such services on the due dates thereof. If Subtenant shall fail to do so, however, Original Tenant agrees to pay such amounts to Landlord upon demand as additional rent under the Prime Lease. 6. Nothing herein contained shall be deemed a waiver of any of the Landlord's rights under the Prime Lease. 7. Landlord represents that, to its actual knowledge, neither Landlord nor Sublandlord are in default of their obligations under the Prime Lease as of the date hereof. 8. Landlord represents that attached to the Sublease as Exhibit A is a true, correct and complete copy of the Prime Lease (including all amendments thereto, if any) and that such Prime Lease is in full force and effect as of the date hereof. 9. Landlord agrees to deliver a copy of all notices of default sent to Sublandlord, as tenant under the Prime Lease, to Subtenant at the address of the Premises and, to the extent such default was not caused by Subtenant, Subtenant shall have the concurrent right to cure such defaults as may be granted to Sublandlord under the Prime Lease. 10. This Consent to Sublease shall be deemed limited solely to this Sublease, and Landlord reserves the right to consent to any further or additional subleases and to consent to any assignments of the Prime Lease or Sublease. Executed at Chicago, Illinois, this ^ day of ^, 19^. LANDLORD: *, a _________________ By: Name: Title: ORIGINAL TENANT: *, a _________________ 3 By: Name: Title: SUBTENANT: *, a _________________ By: Name: Title: